Item 5.02     Departure of Directors or Certain Officers; Election of Directors;
              Appointment of Certain Officers; Compensatory Arrangements of Certain
              Officers

Anthony Norwood, 55, has been appointed as Executive Vice President and Chief Human Resources Officer of the Company effective March 2, 2022.

Prior to Mr. Norwood's employment with the Company, Mr. Norwood was employed from April 2020 to March 2022 by Trane Technologies, where he served as Vice President, Human Resources - Corporate. Mr. Norwood has also served in various HR executive roles from 2008 to 2020 at Ingersoll Rand, including as Vice President, Human Resources. Mr. Norwood previously held positions of increasing responsibility at Coca-Cola Bottling Co. Consolidated, Merck & Co, Inc. and the New Ventures Group of Lucent Technologies. He began his HR career with Amoco Corporation.

There is no arrangement or understanding between Mr. Norwood and any other person pursuant to which he is being appointed as Executive Vice President and Chief Human Resources Officer. There are no family relationships between Mr. Norwood and any director or executive officer of the Company and there are no relationships or related transactions between Mr. Norwood and the Company that would be required to be reported pursuant to Item 404(a) of Regulation S-K.

In connection with Mr. Norwood's appointment as Executive Vice President and Chief Human Resources Officer, Mr. Norwood will be eligible to receive compensation on the following terms:



  • an annual base salary of $365,000;


   •  participation in the Company's annual incentive plan, with the current
      target bonus set at 50 percent of Mr. Norwood's base salary;


   •  participation in the Company's long-term equity incentive plan with a target
      award of 70 percent of Mr. Norwood's base salary comprised of the same mix
      of awards as executive officers of the Company (currently 50 percent of the
      long-term incentive opportunity awarded as performance stock units, 25
      percent awarded as restricted stock and 25 percent awarded as stock
      options); and


   •  participation in the employee benefit programs generally made available to
      the Company's executives.

Item 9.01 Financial Statements and Exhibits



99.1        Press release of Saia, Inc. dated March 2, 2022

104       Cover Page Interactive Date File (embedded within the Inline XBRL document)

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